Investment Disclaimers

1. No Offer or Solicitation

The information contained on this website does not constitute an offer to sell or a solicitation of an offer to buy securities in any jurisdiction.

Any offers or solicitations of securities will be made only:

• To qualified investors who meet specific suitability and eligibility requirements
• Through official offering documents, including offering memoranda and subscription agreements
• In compliance with applicable federal and provincial securities laws
• Through registered dealers or in accordance with available prospectus exemptions

2. Exempt Market Dealer Requirement

FP Partners is an exempt issuer. Therefore, any investment into our Private Debt and/or Private Equity assets must be sold through an Exempt Market Dealer (EMD).

If you wish to learn more about investment opportunities, please contact Justin Gimza (gimza@belcopc.com), a Registered Dealing Representative with Belco Private Capital Inc. ("Belco"). FP Partners has engaged Belco to act as its EMD for potential investors.

3. Qualified Investors Only

Investment opportunities offered by FP Partners are available only to investors who qualify under one or more of the following categories:

• Accredited Investors as defined in National Instrument 45-106
• Ultra-High-Net-Worth Individuals (UHNW)
• Single-Family Offices
• Institutional Investors that meet specified criteria
• Other categories of qualified investors as permitted under applicable securities laws

Investors must meet specific financial thresholds and suitability requirements. Investments are subject to acceptance by FP Partners and the applicable Exempt Market Dealer.

4. Investment Risks

4.1 General Investment Risk

All investments involve risk, including the possible loss of principal. Investors should be prepared to lose their entire investment. The risks associated with private equity and private debt investments include, but are not limited to:

• Loss of Capital: You may lose some or all of your invested capital
• Illiquidity: Investments are typically illiquid and may not be easily sold or transferred
• Lack of Marketability: There is no public market for these securities
• Long Investment Horizon: Capital may be committed for extended periods (5-10 years or longer)
• No Guaranteed Returns: Returns are not guaranteed and may be lower than anticipated or negative
• Business Risk: Portfolio companies may experience operational challenges, financial distress, or failure
• Market Risk: Economic conditions, market volatility, and industry trends may adversely affect investments
• Credit Risk: Borrowers may default on debt obligations
• Interest Rate Risk: Changes in interest rates may affect investment valuations
• Currency Risk: Investments in foreign currencies may be affected by exchange rate fluctuations
• Concentration Risk: Portfolios may be concentrated in specific industries, geographies, or companies
• Leverage Risk: Use of leverage may amplify losses

4.2 Lower‑Middle Market Risks

Investments in lower‑middle market companies carry additional risks, including:

• Limited operating history and financial resources
• Dependence on key management personnel
• Greater sensitivity to economic downturns
• Less established market positions
• Limited access to capital markets

5. Performance Disclaimers

5.1 Past Performance

Past performance is not indicative of future results. Historical returns, whether actual or hypothetical, are not a guarantee or prediction of future performance. Future investments may experience different market conditions and may perform better or worse than past investments.

5.2 Performance Metrics

Performance metrics presented on this website, including but not limited to:

• Internal Rate of Return (IRR)
• Multiple on Invested Capital (MOIC)
• Capital deployed
• Number of deals closed
• Annual loss rates

Are provided for informational purposes only and:

• May be gross of fees and expenses (unless otherwise stated)
• May not reflect the impact of management fees, carried interest, and other expenses
• May include unrealized gains that may never be realized
• May be based on estimated valuations that involve judgment and may change
• May not be representative of the performance of all investments

5.3 Targeted Returns

Any target returns or projected performance are aspirational only and are not guarantees. Actual returns may differ materially from targets and may be negative.

6. No Investment, Legal, or Tax Advice

The information on this website is for informational purposes only and does not constitute:

• Investment advice or recommendations
• Legal advice
• Tax advice
• Accounting advice
• Financial planning advice

Prospective investors should consult with their own qualified legal, tax, accounting, and financial advisors before making any investment decision. FP Partners and its affiliates do not provide personalized investment advice to prospective investors.

7. Forward-Looking Statements

This website may contain forward-looking statements regarding:

• Future investment strategies and objectives
• Expected market conditions and opportunities
• Anticipated portfolio company performance
• Projected returns and financial metrics

Forward-looking statements involve known and unknown risks, uncertainties, and other factors that may cause actual results to differ materially from those expressed or implied. These statements should not be relied upon as predictions of future events. FP Partners undertakes no obligation to update forward-looking statements.

8. No Warranty of Information

While we strive to provide accurate and current information, we make no representations or warranties regarding:

• The accuracy, completeness, or reliability of any information
• The timeliness or currentness of information
• The suitability of information for any particular purpose

Information on this website may be changed, updated, or removed at any time without notice. We disclaim all warranties, express or implied, including warranties of merchantability and fitness for a particular purpose.

9. Limitation of Liability

To the maximum extent permitted by law, FP Partners, FirePower Asset Management, and their respective affiliates, directors, officers, employees, and agents shall not be liable for any:

• Investment losses or damages
• Decisions made in reliance on information provided
• Errors, omissions, or inaccuracies in information
• Interruptions or delays in access to the website
• Unauthorized access to or use of information

10. Conflicts of Interest

FP Partners and its affiliates may have conflicts of interest, including:

• Receiving management fees and carried interest from investments
• Investing alongside investors in the same portfolio companies
• Providing services to portfolio companies
• Managing multiple investment vehicles with potentially competing interests

Detailed information about conflicts of interest and how they are managed will be provided in offering documents.

11. Regulatory Status

FP Partners operates as an exempt issuer under Canadian securities laws. Our securities are not registered with any securities regulatory authority. Investors do not have the benefit of certain protections afforded to investors in registered offerings.

Investments are made available through Belco Private Capital Inc., a registered Exempt Market Dealer. Investors should review the relationship disclosure information provided by Belco.

12. Resale Restrictions

Securities purchased under prospectus exemptions are subject to:

• Statutory hold periods during which they cannot be resold
• Resale restrictions under applicable securities laws
• Transfer restrictions in subscription agreements
• Lack of liquidity and absence of a public market

Investors should be prepared to hold investments for the long term and should not invest capital that they may need to access in the near future.

13. Fees and Expenses

Investments in FP Partners opportunities are subject to various fees and expenses, which may include:

• Management fees
• Performance fees (carried interest)
• Administrative expenses
• Transaction costs
• Professional fees
• Dealer fees and commissions

Fees and expenses reduce returns to investors. Detailed fee information will be provided in offering documents.

14. Currency and Exchange Rate Risk

While our primary focus is Canadian investments, some opportunities may involve exposure to foreign currencies. Exchange rate fluctuations may positively or negatively affect investment returns.

15. Website Security

While we implement security measures to protect information transmitted through our website, we cannot guarantee the security of information transmitted over the Internet. You transmit information at your own risk.

16. Jurisdiction-Specific Disclaimers

16.1 Canadian Investors

Investments are offered pursuant to exemptions from the prospectus requirements of applicable Canadian securities legislation. Investors do not receive the same protections as they would if the securities were offered under a prospectus.

16.2 Non-Canadian Investors

This website is directed primarily at Canadian investors. The availability of our investment opportunities to investors outside Canada is subject to applicable local laws. It is your responsibility to ensure compliance with all applicable laws in your jurisdiction.

16.3 United States

Securities offered by FP Partners have not been and will not be registered under the U.S. Securities Act of 1933 or with any securities regulatory authority of any state or other jurisdiction in the United States. These securities may be offered and sold only outside the United States or to qualified U.S. persons in compliance with applicable exemptions.

17. Changes to Disclaimers

We reserve the right to modify these disclaimers at any time without prior notice. Your continued use of this website following any changes indicates your acceptance of the modified disclaimers.

18. Acknowledgment and Acceptance

By accessing and using this website, you acknowledge that:

• You have read and understood these disclaimers
• You accept and agree to be bound by these disclaimers
• You understand the risks associated with private investments
• You will consult with professional advisors before making investment decisions
• You meet the eligibility requirements to view this information

19. Contact Information

If you have any questions about these disclaimers or our investment opportunities, please contact: